Exhibit 10.2


 





Execution Version


 







FIRST AMENDMENT


FIRST AMENDMENT, dated as of April 21,
2020 (this “Amendment”), to the Credit Agreement, dated as of February 27, 2020 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among (i) BOSTON SCIENTIFIC CORPORATION, a Delaware
corporation (the “Borrower”), (ii) the several banks and other financial institutions from time to time parties
thereto (the “Lenders”) and (iii) THE BANK OF NOVA SCOTIA, as Administrative Agent for the Lenders thereunder
(in such capacity, the “Administrative Agent”).


W I T N E S S E T H:


WHEREAS, the Borrower, the Lenders and
the Administrative Agent are parties to the Credit Agreement; and


WHEREAS, the Borrower has requested that
the Lenders amend the Credit Agreement as set forth herein; and


WHEREAS, the Lenders and the Administrative
Agent are willing to agree to such amendment to the Credit Agreement, subject to the terms and conditions set forth herein;


NOW, THEREFORE, in consideration of the
premises and mutual covenants contained herein, the Borrower, the Lenders and the Administrative Agent hereby agree as follows:


SECTION 1.         
Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them
in the Credit Agreement.


SECTION 2.         
Amendments to the Credit Agreement.


(a)               
The definition of “Applicable Margin” is hereby deleted in its entirety and the following shall be substituting
therefor:


“Applicable Margin”:
with respect to each day for each Type of Loan, the rate per annum based on the Ratings in effect on such day, as set forth under
the relevant column heading below:


	


        Ratings

         


	
        Applicable
        Margin for Eurodollar

 Loans
	


        Applicable Margin

        for ABR Loans



	
        Rating I

         
	0.85%	0.00%
	
        Rating II

         
	1.10%	0.10%
	
        Rating III

         
	1.50%	0.50%


 


 


(b)               
The definition of “Consolidated EBITDA” is hereby amended by adding the following at the end thereof:


“Notwithstanding the foregoing, for
each of the fiscal quarters ending June 30, 2020, September 30, 2020 and December 31, 2020, the Consolidated EBITDA shall be $670,600,000.”


    	 	 	 



     


    

(c)               
The definition of “Material Adverse Effect” is hereby deleted in its entirety and the following
shall be substituting therefor:


“Material Adverse Effect”:
a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) of the Borrower and its
Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the
rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder, provided, that notwithstanding anything
to the contrary set forth herein, solely for purposes of determinations that are made during the period from the Closing Date through
and including December 31, 2020 of whether a Material Adverse Effect exists, the direct and indirect impacts of the COVID-19 Pandemic
on the business, property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations,
or prospects of the Borrower and its Subsidiaries taken as a whole that were disclosed to the Lenders on or prior to the Closing
Date shall not be deemed to constitute a Material Adverse Effect.


 


(d)               
The definition of “Maximum Leverage Ratio” is hereby deleted in its entirety and the following
shall be substituting therefor:


“Maximum Leverage Ratio”:
for the fiscal quarters ending June 30, 2020, September 30, 2020 and December 31, 2020, the Maximum Leverage Ratio shall be 4.75
to 1.00.


(e)               
The definition of “Qualified Acquisition” is hereby deleted in its entirety and the following
shall be substituting therefor:


“Qualified Acquisition”:
any transaction permitted under this Agreement and consummated on or after the Closing Date, (a) by which the Borrower or any of
its Subsidiaries (i) acquires any going concern or business or all or substantially all of the assets of any firm, corporation
or limited liability company, or division or business unit thereof, whether through purchase of assets, merger or otherwise or
(ii) directly or indirectly acquires at least a majority (in number of votes) of the Capital Stock of a Person if the aggregate
amount of Indebtedness incurred by the Borrower and its Subsidiaries to finance the purchase price and other consideration for
such transaction, plus the amount of Indebtedness assumed by the Borrower and its Subsidiaries in connection with such transaction,
is at least $1,000,000,000 and (b) for which the Borrower notifies the Administrative Agent in writing prior to or promptly upon
consummation of such transaction that such transaction shall be a “Qualified Acquisition” for purposes of this Agreement.


(f)                
The following new definitions are hereby added to Section 1.1 of the Credit Agreement in the alphabetical order:


“COVID-19 Pandemic”:
the novel strain of coronavirus (SARS-Cov-2) (including all additional variations and strains thereof) and its disease commonly
known as COVID-19 (“COVID-19”), which was declared to be a global pandemic by the World Health Organization on March
11, 2020.


“Moody’s”: Moody’s
Investors Service, Inc. or any successor thereto.


    	 	 	 



     


    

“Rating”: the respective
rating of each of the Rating Agencies applicable to the long-term senior unsecured non-credit enhanced debt of the Borrower, as
announced by the Rating Agencies from time to time.


“Rating Agencies”:
collectively, Moody’s and S&P.


“Rating Category”:
each of Rating I, Rating II and Rating III.


“Rating I, Rating II and Rating
III”: the respective Ratings set forth below:


	
        Rating

        Category
	
 
	
 
	
        Moody’s
	
        S&P

	Rating I	 	 	greater than or 

equal to Baa2	greater than or

 equal to BBB
	Rating II	 	 	equal to Baa3	equal to BBB-
	Rating III	 	 	lower than or 

equal to Ba1	lower than or 

equal to BB+


 


If different Ratings Categories are applicable,
the higher Ratings Category shall apply unless one of the two Ratings is two or more levels lower than the other, in which case
the Ratings Category shall be the level immediately below that of the higher of the two Ratings.


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock in the
Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Capital Stock
or any option, warrant or other right to acquire any such Capital Stock.


“S&P”: Standard
& Poor’s Ratings Services or any successor thereto.


(g)               
Section 7 of the Credit Agreement is hereby amended to include the following as a new subsection 7.6:


7.6       Limitation
on Restricted Payments. Declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a)
the Borrower may declare and pay dividends with respect to its Capital Stock payable solely in additional shares of its common
stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Capital Stock and (c) the Borrower may make
Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of
the Borrower and its Subsidiaries.


(h)               
Section 11.6(g) of the Credit Agreement is hereby deleted in its entirety and the following shall be substituting
therefor:


(g)       Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank
having jurisdiction over such Lender in accordance with applicable law; provided that no such pledge or assignment shall
release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.


    	 	 	 



     


    

SECTION 3.         
Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective
Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered
to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents
and any Lender shall have been paid.


SECTION 4.         
Representation and Warranties. To induce the Administrative Agent to enter into this Amendment, the Borrower
hereby represents and warrants to the Administrative Agent and all of the Lenders as of the Amendment Effective Date that:


(a)               
Corporate Power; Authorization; Enforceable Obligations.


(i)                
The Borrower has the corporate power and authority, and the legal right, to make and deliver this Amendment and to
perform the Loan Documents, as amended by this Amendment, to which it is a party and has taken all necessary corporate action to
authorize the execution, delivery and performance of this Amendment and the performance of the Loan Documents, as so amended, to
which it is a party.


(ii)              
No consent or authorization of, filing with (other than the Borrower’s public filing of the Amendment on Form
8-K, if applicable), or notice to or other act by or in respect of, any Governmental Authority or any other Person is required
with respect to the Borrower or any of its Subsidiaries in connection with the execution and delivery of this Amendment or with
the performance, validity or enforceability of the Loan Documents, as amended by this Amendment, to which the Borrower is party.


(iii)            
This Amendment has been duly executed and delivered on behalf of the Borrower.


(iv)             
This Amendment and each Loan Document, as amended by this Amendment, to which the Borrower is a party constitutes
a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to
the effects of bankruptcy, examination, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating
to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing.


(b)               
Representations and Warranties. The representations and warranties (except for those made in subsections
4.13 and 4.14 of the Credit Agreement) made by the Borrower in or pursuant to the Loan Documents are true and correct
in all material respects on and as of the Amendment Effective Date, after giving effect to the effectiveness of this Amendment,
as if made on and as of the Amendment Effective Date.


SECTION 5.         
Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable
and documented out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection
herewith and the transactions contemplated hereby, including, without limitation, the reasonable and documented fees and disbursements
of counsel to the Administrative Agent.


SECTION 6.         
No Other Amendments; Confirmation. Except as expressly amended, modified and supplemented hereby, the provisions
of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect.


    	 	 	 



     


    

SECTION 7.         
Governing Law; Counterparts.


(a)               
This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted
in accordance with, the laws of the State of New York. The provisions of subsections 11.12 and 11.17 of the Credit
Agreement are incorporated herein, mutatis mutandis.


(b)               
This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts
(including by facsimile transmission or in electronic (i.e., “pdf” or “tif”) format), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.


SECTION 8.         
Miscellaneous.


(a)               
Upon and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.  This
Amendment shall constitute a Loan Document.


(b)               
The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor, except as expressly
provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents. It is the intent of the parties
hereto, and the parties hereto agree, that this Amendment shall not constitute a novation of the Credit Agreement, any other Loan
Document or any of the rights, obligations or liabilities thereunder.


 


 


 


    	 	 	 



     


    

IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the
day and year first above written.


	 	BOSTON SCIENTIFIC CORPORATION
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Robert J. Castagna
	 	 	Name:  	Robert J. Castagna
	 	 	Title:	Vice President and Treasurer


 


 

 


 


 


 


 


 


 


 


 


 


 


 


 


 





Signature Page to First Amendment to Credit Agreement







    	 	 	 



     


    



 

	 	THE BANK OF NOVA SCOTIA, as Administrative


Agent and as a Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Arjun Talwalkar
	 	 	Name:  	Arjun Talwalkar
	 	 	Title:	Director


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





Signature Page to First Amendment to Credit Agreement







    	 	 	 



     


    


 

	 	WELLS FARGO BANK, NATIONAL


ASSOCIATION, as a Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Darin Mullis
	 	 	Name:  	Darin Mullis
	 	 	Title:	Managing Director


 


 


 


 


 


 


 


 


 


 


 


 


 


 





Signature Page to First Amendment to Credit Agreement